(Former
name, former address and former
fiscal year, if changed since last report)

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.

S
Yes £ No

Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).

£
Yes £ No

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.

Large
accelerated filer £

Accelerated
filer £

Non-accelerated
filer £ (Do not check if a smaller reporting company)

Smaller
reporting company S

Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). S
Yes £ No

State the number of shares outstanding
of each of the issuer's classes of common equity, as of the latest practicable date: At August 16, 2012 there were 1,500,000 shares
of common stock outstanding.

(1)

PART
I — FINANCIAL INFORMATION

Item
1. Financial Statements.

Tryon Alpha, Inc.

(A Development Stage
Company)

Balance
Sheets

As
of

June
30, 2012

March
31, 2012

(Unaudited)

(Audited)

ASSETS

CURRENT ASSETS:

Cash

$

4

$

26

TOTAL
CURRENT ASSETS

4

26

TOTAL
ASSETS

$

4

$

26

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:

Note payable to related party

$

9,150

$

9,150

Accrued interest to a related party

3,294

3,111

Payable to shareholder

34,381

33,880

Accounts payable

5,791

2,509

TOTAL CURRENT LIABILITIES

52,616

48,650

TOTAL LIABILITIES

52,616

48,650

STOCKHOLDERS' DEFICIT

Preferred stock ($0.0001 par value; 10,000,000 shares authorized;

no shares issued and outstanding at June 30, 2012 and March 31, 2012, respectively)

—

—

Common stock ($0.0001 par value; 100,000,000 shares authorized:

1,500,000 and 1,500,000 shares issued and outstanding at June 30, 2012 and March 31, 2012, respectively)

150

150

Additional paid in capital

85

85

Common stock subscription receivable

(135)

(135)

Retained deficit

(52,712)

(48,724)

TOTAL STOCKHOLDERS' DEFICIT

(52,612)

(48,624)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$

4

$

26

The accompanying notes are
an integral part of these financial statements

(2)

Tryon Alpha, Inc.

(A Development Stage
Company)

Statements
of Operations (Unaudited)

Cumulative

For
the three months ended

Totals

June
30

Since
Inception

2012

2011

December
3,
2007

through
June
30,
2012

REVENUES

Revenue

$

—

$

—

$

—

Total revenues

—

—

—

EXPENSES

Professional
fees

3,805

3,591

49,418

Total expenses

3,805

3,591

49,418

Net (loss) from operations

(3,805)

(3,591)

(49,418)

OTHER (EXPENSE)

Interest expense

(183)

(183)

(3,294)

Net (loss)

$

(3,988)

$

(3,774)

$

(52,712)

Net (loss) per share--basic and fully diluted

*

*

$

(0.05)

Weighted average shares outstanding--basic and fully diluted

1,500,000

1,000,000

1,095,153

*-less than $0.01

The accompanying
notes are an integral part of these financial statements

The accompanying notes
are an integral part of these financial statements

(4)

NOTE
A—BUSINESS ACTIVITY

The
Tryon Alpha, Inc., Inc. (“The Company”) was organized under the laws of the State of Nevada on December 3, 2007 as
a corporation. The Company’s objective is to acquire or merge with a target business or company in a business combination.

NOTE
B—GOING CONCERN

The
accompanying financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets
and discharge its liabilities in the normal course of business. As reflected in the accompanying financial statements,
the Company has a deficit accumulated during the development stage of $52,712, used cash from operations of $9,246 since its inception,
and has a negative working capital of $52,612 at June 30, 2012.

The
Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations
and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations
when they come due. The Company’s ability to continue as a going concern is also dependent on its ability to
find a suitable target company and enter into a possible reverse merger with such company. Management’s plan
includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances; however
there is no assurance of additional funding being available. These circumstances raise substantial doubt about the
Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that
might arise as a result of this uncertainty.

NOTE
C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis
of Presentation- The financial statements included herein were prepared under the accrual basis of accounting.

Cash
and Cash Equivalents- For purposes of the Statement of Cash Flows, the Company considers liquid investments with an original
maturity of three months or less to be cash equivalents.

Management’s
Use of Estimates- The preparation of financial statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts
of revenue and expenses during the reporting period. Actual results could differ from those estimates. The financial statements
above reflect all of the costs of doing business.

Revenue
Recognition- The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.
The Company recognizes revenue when it is realized or realizable and earned less estimated future doubtful accounts. The Company
considers revenue realized or realizable and earned when all of the following criteria are met:

(i)

persuasive
evidence
of
an
arrangement
exists,

(ii)

the
services
have
been
rendered
and
all
required
milestones
achieved,

(iii)

the
sales
price
is
fixed
or
determinable,
and

(iv)

collectability
is
reasonably
assured.

Comprehensive
Income (Loss) - The Company reports Comprehensive income and its components following guidance set forth by section 220-10
of the FASB Accounting Standards Codification which establishes standards for the reporting and display of comprehensive income
and its components in the financial statements. There were no items of comprehensive income (loss) applicable to the Company during
the years covered in the financial statements.

Net
Income per Common Share- Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards
Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock
outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares
of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares
outstanding as of June 30, 2012.

Deferred
Taxes- The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred
income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets
and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected
to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than
not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that
includes the enactment date.

Fair
Value of Financial Instruments- The carrying amounts reported in the balance sheet for cash, accounts receivable and payable
approximate fair value based on the short-term maturity of these instruments.

Accounts
Receivable- Accounts deemed uncollectible are written off in the year they become uncollectible. As of June 30, 2012 and 2011,
the balance in Accounts Receivable was $0 and $0, respectively.

Impairment
of Long-Lived Assets- The Company evaluates the recoverability of its fixed assets and other assets in accordance with section
360-10-15 of the FASB Accounting Standards Codification for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure
requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash
flows. If so, it is considered to be impaired and is written down to fair value, which is determined based on either discounted
future cash flows or appraised values. The Company adopted the statement on inception. No impairments of these types of assets
were recognized during the three months ended June 30, 2012 and 2011, respectively.

Stock-Based
Compensation- The Company accounts for stock-based compensation using the fair value method following the guidance set forth
in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires
a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the
grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee
is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation
cost is recognized for equity instruments for which employees do not render the requisite service.

Fair
Value for Financial Assets and Financial Liabilities- The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards
Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards
Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37
establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S.
GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements
and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques
used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted)
in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair
value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level
1

Quoted
market prices available in active markets for identical assets or liabilities as of the reporting date.

Level
2

Pricing
inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable
as of the reporting date.

Level
3

Pricing
inputs that are generally observable inputs and not corroborated by market data.

The
carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their
fair values because of the short maturity of these instruments. The Company’s note payable approximates the fair value of
such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar
financial arrangement at June 30, 2012.

The
Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently,
the Company did not have any fair value adjustments for assets and liabilities measured at fair value at June 30, 2012, nor gains
or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating
to those assets and liabilities still held at the reporting date for the three months ended June 30, 2012.

(5)

Recent
Accounting Pronouncements

The
Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption
of any such pronouncements may be expected to cause a material impact on its consolidated financial condition or the consolidated
results of its operations.

In
May 2011, FASB issued Accounting Standards Update No. 2011-04, “Fair Value Measurements (Topic 820): Amendments
to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”). ASU
2011-04 changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing
information about fair value measurements to ensure consistency between U.S. GAAP and IFRS. ASU 2011-04 also expands the
disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This new
guidance is to be applied prospectively. The Company anticipates that the adoption of this standard will not materially
expand its financial statement note disclosures.

In
June 2011, FASB issued ASU No. 2011-05, “Comprehensive Income (ASC Topic 220): Presentationof
Comprehensive Income” (“ASU 2011-05”), which amends current comprehensive income guidance. This accounting
update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’
equity. Instead, the Company must report comprehensive income in either a single continuous statement of comprehensive income
which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU
2011-05 will be effective for public companies during the interim and annual periods beginning after December 15, 2011, with
early adoption permitted. The Company is reviewing ASU 2011-05 to ascertain its impact on the Company’s financial
position, results of operations or cash flows as it only requires a change in the format of the current presentation.

In
September 2011, the FASB issued ASU 2011-08 which provides an entity the option to first assess qualitative factors to determine
whether it is necessary to perform the current two-step test for goodwill impairment. If an entity believes, as a result
of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying
amount, the quantitative impairment test is required. Otherwise, no further testing is required. The revised standard
is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.
We do not expect that the adoption of this standard will have a material impact on our results of operations, cash flows or financial
condition.

In
December 2011, FASB issued Accounting Standards Update 2011-11, “Balance Sheet - Disclosures about Offsetting Assets and
Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance
sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement
of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new
disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or
after January 1, 2013. The update only requires additional disclosures, as such, we do not expect that the adoption of this standard
will have a material impact on our results of operations, cash flows or financial condition.

NOTE
D-SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental
disclosures of cash flow information for the three months ended June 30, 2012 and 2011 is summarized as follows:

Cash
paid during the three months ended June, 2012 and 2011 for interest and income taxes:

2012

2011

Interest

$
-

$
-

Taxes

$
-

$
-

NOTE
E- SEGMENT REPORTING

The
Company follows the guidance set forth by section 280-10 of the FASB Accounting Standards Codification for reporting and disclosure
on operating segments of the Company. It also requires segment disclosures about products and services, geographic areas, and
major customers. The Company determined that it did not have any separately reportable operating segments as of June 30, 2012.

(6)

NOTE
F—CAPITAL STOCK

The
Company is authorized to issue 100,000,000 common shares at $.0001 par value per share.

During
the year ended March 31, 2012, 850,000 shares were returned to the Company and canceled. The Company issued additional 1,350,000
shares and recorded $135 stock subscription receivable related to this issuance.

As
of June 30, 2012, the Company had the following common shares outstanding:

Number
of Shares

Ange
Properties, LLC

75,000

Garvin
Strategic Capital, LLC

37,500

Gideon
Atlantic LC

37,500

Jonathan
Patton

1,350,000

1,500,000

As
of June 30, 2012, the Company has not issued any preferred shares of stock.

NOTE
G – DEVELOPMENT STAGE COMPANY

The
Company is in the development stage as of June 30, 2012 and to date has had no significant operations. Recovery of the Company’s
assets is dependent on future events, the outcome of which is indeterminable. In addition, successful completion of the Company’s
development program and its transition, ultimately, to attaining profitable operations is dependent upon obtaining adequate financing
to fulfill its development activities and achieving a level of sales adequate to support the Company’s cost structure.

NOTE
H—SHAREHOLDER LOAN/RELATED PARTY

During
the three months ended June 30, 2012, the shareholders of the Company paid an aggregate of $501 on the Company’s behalf
to cover costs and expenses incurred by the Company, compared with $6,310 paid during the three months ended June 30, 2011. As
a result, the payable due to shareholder is $34,381 and $23,834 as of June 30, 2012 and 2011, respectively.

The
Company has an outstanding Note Payable with a related party. The amount of the loan is $9,150 and it is payable on demand, the
annual interest rate on the note is 8%.

Accrued
interest not paid for the period from inception (December 3, 2007) through June 30, 2012 was $3,294.

The
Company utilizes office space provided free of charge by Mr. Cauley. The Company will continue to maintain its offices at this
location until the consummation of a Business Combination, if ever. The effects of rent expense are immaterial to the financial
statements taken as a whole.

NOTE
I—INCOME TAXES

Due
to the operating loss and the inability to recognize an income tax benefit, there is no provision for current or deferred federal
or state income taxes for the period from inception through June 30, 2012.

Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amount used for federal and state income tax purposes.

The
Company’s total deferred tax asset, calculated using federal and state effective tax rates, as of June 30, 2012 is as follows:

Total
Deferred Tax Asset

$
(16,000)

Valuation
Allowance

16,000

Net
Deferred Tax Asset

$
-

The
reconciliation of income taxes computed at the federal statutory income tax rate to total income taxes for the years ended June
30, 2012 and 2011 is as follows:

2012

2011

Income
tax computed at the federal statutory rate

34.0%

34.0%

State
income tax, net of federal tax benefit

0.0%

0.0%

Total

34.0%

34.0%

Valuation
allowance

-34.0%

-34.0%

Total
deferred tax asset

0.0%

0.0%

Because
of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance. The valuation
allowance increased (decreased) by approximately $1,300 and $1,300 in the three months ended June 30, 2012 and 2011, respectively.

As
of June 30, 2012, the Company had a federal and state net operating loss carry forward in the amount of approximately $47,642
which expires in the year 2030.

(7)

Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Statements,
other than historical facts, contained in this Quarterly Report on Form 10-Q, including statements of potential acquisitions and
our strategies, plans and objectives, are "forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). Although we believe that our forward looking statements are based on reasonable assumptions,
we caution that such statements are subject to a wide range of risks, trends and uncertainties that could cause actual results
to differ materially from those projected Among those risks, trends and uncertainties are important factors that could cause actual
results to differ materially from the forward looking statements, including, but not limited to; the time management devotes to
identifying a target business; management’s ability to consummate a business combination; the financial condition of the
target company with which we may enter a business combination; the effect of existing and future laws; governmental regulations;
the political and economic climate of the United States; and conditions in the capital markets. We undertake no duty to update
or revise these forward-looking statements.

When
used in this Form 10-Q, the words, "expect," "anticipate," "intend," "plan," "believe,"
"seek," "estimate" and similar expressions are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words. Because these forward-looking statements involve risks and uncertainties,
actual results could differ materially from those expressed or implied by these forward-looking statements for a number of important
reasons.

Overview

Tryon
Alpha, Inc. (“we”, “us” or the “Company”) was organized in the State of Nevada on December
3, 2007. We are a developmental stage company and have not generated any revenues to date. We were organized to serve as a vehicle
for a business combination through a capital stock exchange, merger, reverse acquisition, asset acquisition or other similar business
combination (a “Business Combination”) with an operating or development stage business (the “Target”)
which desires to utilize our status as a reporting company under the Exchange Act.

The
Company voluntarily filed a registration statement on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”)
on March 20, 2008, and since its effectiveness, the Company has focused its efforts on identifying a possible Target for a Business
Combination. We are not presently engaged in, and will not engage in, any substantive commercial business operations unless and
until we consummate a Business Combination. Our fiscal year ends on March 31.

Based
on our business activities, the Company is a “shell company” which is defined, as a company which has (i) no or nominal
operations; and (ii) either (x) no or nominal assets; (y) assets consisting solely of cash and cash equivalents; or (z) assets
consisting of any amount of cash and cash equivalents and nominal other assets. Because we are a “shell” company,
the Business Combination we enter into with a Target will be deemed to be a “reverse acquisition” or “reverse
merger.” In addition, under Rule 12b-2 of the Exchange Act, the Company also is a “blank check” company. The
SEC defines those companies as “any development stage company that is issuing a penny stock, within the meaning of Section
3(a)(51) of the Exchange Act and that has no specific business plan or purpose, or has indicated that its business plan is to
merge with an unidentified company or companies. Many states have enacted statutes, rules and regulations limiting the sale of
securities of “blank check” companies in their respective jurisdictions.

Our
management has broad discretion with respect to identifying and selecting a prospective Target. We have not established any specific
attributes or criteria (financial or otherwise) for a prospective Target and may enter into a Business Combination with a development
stage company, a distressed company or a foreign company engaged in any industry. Our sole officer and director has never served
as an officer or director of a development stage public company that has consummated a Business Combination such as that contemplated
by our Company. Accordingly, he may not successfully identify a Target or conclude a Business Combination. In addition, our management
engages in other business activities and is not obligated to devote any specific number of hours to our matters. Management intends
to devote only as much time as it deems necessary to our affairs.

We
cannot assure you that we will be successful in concluding a Business Combination. We will not realize any revenues or generate
any income unless and until we successfully merge with or acquire an operating business that is generating revenues and otherwise
is operating profitably. Moreover, we can offer no guarantee that the Company will achieve long-term or immediate short-term earnings
from any Business Combination.

Any
entity with which we enter into a Business Combination will be subject to numerous risks in connection with its operations. To
the extent we affect a Business Combination with a financially unstable company or an entity in its early stage of development
or growth, including entities without established records of sales or earnings, we may be affected by numerous risks inherent
in the business and operations of such companies. If we consummate a Business Combination with a foreign entity, we will be subject
to all of the risks attendant to foreign operations. Although our management will endeavor to evaluate the risks inherent in a
particular Target, we cannot assure you that we will properly ascertain or assess all significant risk factors.

We
expect that in connection with any Business Combination, we will issue a significant number of shares of our common stock (equal
to at least 80% of the total number of shares outstanding after giving effect to the transaction and likely, a significantly higher
percentage) in order to ensure that the Business Combination qualifies as a “tax free” transaction under federal tax
laws. The issuance of additional shares of our capital stock will:

•

significantly reduce the equity interest of
our stockholders prior to the transaction; and

•

cause a change in control in our Company and likely result in the resignation or removal
of our officer and director as of the date of the transaction.

Our
management anticipates that our Company likely will affect only one Business Combination, due primarily to our limited financial
resources and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management's
plan to offer a controlling interest to a Target in order to achieve a tax-free reorganization. This lack of diversification should
be considered a substantial risk in investing in us because it will not permit us to offset potential losses from one venture
against potential gains from another.

The
Company currently does not engage in any business activities that provide cash flow. During the next twelve months we anticipate
incurring costs related to filing periodic reports under the Exchange Act, investigating and analyzing Targets and, possibly,
consummating a Business Combination. Our current assets will not be sufficient for these purposes; however, we believe we will
be able to meet these costs from cash which may be loaned to or invested in us by our stockholders, management or other investors.
It is unlikely that we will be able to secure third party funding for our operations and we cannot be certain that the Company
will be able to secure additional funding as needed. Our ability to continue as a going concern is dependent upon our ability
to generate cash from the sale of our common stock and/or obtain debt financing and attain future profitable operations by acquiring
or merging with a profitable company.

(8)

Liquidity
and Capital Resources

We
had negligible assets at June 30, 2012 and March 31, 2012, our fiscal year end. At June 30, 2012, the Company had current liabilities
of $52,616 compared with current liabilities of $48,650 at March 31, 2012

We
will not be able to cover our operating costs and expenses over the next twelve months.

To
date, we have funded our operations through loans from our stockholders. Our stockholders have advised management that they presently
expect to fund additional costs and expenses we may incur through loans or further investment in the Company, as and when necessary.
However, our stockholders are under no obligation to provide such funding.

The
following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities:

Three
months

Ended

June
30,

2012

Three
Months

Ended

June
30,

2011

For
the Cumulative

Period
from

December
3, 2007

(Inception)
to

June
30, 2012

Net
Cash Used In Operating Activities

$

(22)

$

32

$

(9,246)

Net Cash Provided
by Financing Activities

$

-

$

-

$

9,250

Net Increase
(Decrease) in Cash and Cash Equivalents

$

(22)

$

32

$

4

We
do not expect to engage in any substantive activities unless and until such time as we enter into a Business Combination with
a Target, if ever. We cannot provide investors with any assurance that we will have sufficient capital resources to fund our operations
and realize our business objectives.

Results
of Operations

Since
our inception, we have not engaged in any substantive operations, other than seeking to identify a Target, nor generated any revenues.
We reported a net loss for the three months ended June 30, 2012 of $3,988 compared to a net loss of $3,774 for the comparable
2011 periods, and have suffered a net loss since inception of $52,712. At June 30, 2012, we had a working capital deficit of $52,612
compared to $48,624 at March 31, 2012. Since our inception, our operating expenses have principally comprised professional fees
and expenses incurred in connection with the filing of reports under the Exchange Act, as well as interest accrued on loans from
one of our stockholders.

We
do not expect to engage in any activities, other than seeking to identify a Target, unless and until such time as we enter into
a Business Combination with a Target, if ever. We cannot provide investors with any assessment as to the nature of a Target’s
operations or speculate as to the status of its products or operations, whether at the time of the Business Combination it will
be generating revenues or its future prospects.

Going
Concern

Our
negative working capital, continuing operating losses, failure to generate revenues and lack of operating capital create substantial
doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern
is dependent on its ability to generate cash from the sale of its securities and attaining future profitable operations. Management’s
plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations;
however, there can be no assurance the Company will be successful in these efforts.

(9)

Item
3. Quantitative and Qualitative Disclosures about Market Risk.

Not
applicable.

Item
4(T). Controls and Procedures.

Evaluation
of Disclosure Controls and Procedures

As
of June 30, 2012, the Company’s management performed an evaluation, under the supervision and with the participation of
the Company’s Chief Executive Officer, who is the Company’s principal executive officer and principal financial officer
and who we refer to herein as our PEO, of the effectiveness of the design and operation of the Company’s disclosure controls
and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act), pursuant to Exchange Act Rule 13a-15. As a result
of our continuing efforts to remediate the material weaknesses in our internal control over financial reporting that existed as
of March 31, 2011 and which remained extant as of the close of the period covered by this Report, our PEO concluded that the Company's
disclosure controls and procedures were not effective as of June 30, 2012.

The
weaknesses in our disclosure and procedures encompassed weaknesses in certain elements of our internal control over financial
reporting (ICFR) that our subsumed within our disclosure controls and procedures. A material weakness is defined in Section 210.1-02(4)
of Regulation S-X as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or
detected on a timely basis. The specific weaknesses relate to elements of our ICFR that provide reasonable assurances that transactions
are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles
and comprise the following:

1.

We did not maintain effective controls over the control environment

2.

We did not maintain
effective controls over financial statement disclosure.

3.

We did not maintain
effective controls over financial reporting.

4.

There existed
a lack of segregation of duties in regard to the Company’s financial reporting, procedures for depositing of funds,
procedures for cash disbursements, procedures for checkbook entries, period close procedures, and procedures for financial
statement preparation, because we have only one officer who is responsible for all such duties.

We
believe that the weaknesses in our disclosure controls and procedures and ICFR are a direct consequence of our size, resource
constraints and the nature of our business. We are a “shell company,” as defined under the Securities Act, in that
we have no operations and nominal assets. Further, we have no full-time employees. As a result, we are constrained by our lack
of resources to take the types of corrective actions that would be necessary to remediate the material weaknesses, including,
for example, engaging additional accounting personnel and adopting an audit committee charter and seating an audit committee with
at least one independent member who qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation
S-K

Changes
in Internal Controls

There
have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15 and 15d-15 under
the Exchange Act) during the three months ended June 30, 2012 that have materially affected, or are reasonably likely to materially
affect, the Company’s internal control over financial reporting.

(10)

PART
II — OTHER INFORMATION

Item
1. Legal Proceedings.

There
are presently no material pending legal proceedings to which the Company is a party or as to which any of its property is subject,
and no such proceedings are known to the Company to be threatened or contemplated against it as of the date hereof.

Item
1A. Risk Factors.

As
a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this
information.

*
Pursuant to Commission Release No. 33-8238, this certification will be treated as “accompanying” this Quarterly Report
on Form 10-Q and not “filed” as part of such report for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liability of Section 18 of the Securities Exchange Act of 1934, as amended, and this certification
will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

(12)

SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused the Report to be signed
on its behalf by the undersigned thereunto duly authorized.

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